EX-10.1






Amendment to Employment Agreement





This Amendment to Employment Agreement (the “Amendment”), dated effective as of June 28,
2008 (the “Effective Date”), is by and between Ronald W. Oakley (“Employee”) and
The Shaw Group Inc. (the “Company”). Employee and the Company may hereinafter be
referred to collectively as, the “Parties” and each, individually, as a “Party”.




Employee and the Company are parties to that certain Employment Agreement of August 3, 2006 (the
“Employment Agreement”). Unless otherwise defined herein, capitalized terms used in
this agreement shall have the respective meanings assigned to such terms in the Employment
Agreement.




Employee and the Company desire to amend certain provisions of the Employment Agreement and to
memorialize certain other agreements.




For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged
by the Parties, the Parties hereby agree as follows.




	 	1.	 	For the remainder of the Term, Employee agrees to serve as Managing Director of
Shaw Group UK Holdings with responsibility for European sales/business development
activities, concentrating initially on Power Group opportunities, and support for
operational activities, or any other similar position with similar duties and
responsibilities that may be assigned to him from time to time by the Chief Executive
Officer of the Company.






	 	2.	 	Employee agrees that, for the remainder of the Term, Employee’s business
assignment location will be the Company’s principal place of business for the Company’s
United Kingdom business operations (the “Business Location”). Employee agrees
to relocate to the Business Location not later than October 31, 2008. Not later than
15 days after the date that Employee has permanently relocated to the Business
Location, the Company shall pay to Employee a one-time relocation bonus equal to
$50,000 (net of taxes) to defray Employee’s expenses associated with the relocation.
The Company shall have no obligation to reimburse any portion of Employee’s expenses
associated with the relocation (other than the relocation bonus described above) or any
personal expenses related to air travel to and from the Business Location. Employee
shall remain entitled to reimbursement of legitimate business expenses in accordance
with the terms of the Employment Agreement.






	 	3.	 	Employee and the Company agree that clause (6) of the definition of “Good
Reason” in Section 7(e) of the Employment Agreement is amended hereby to read in its
entirety as follows:





(6) a material diminution in, or adverse alteration to, the Employee’s
title, position, or duties, including no longer serving as the Managing
Director of Shaw Group UK Holdings, without Employee’s consent.




	 	4.	 	Employee acknowledges and agrees that none of the agreements set forth, or
matters described, in this Agreement constitutes Good Reason for the purposes of
Section 7 of the Employment Agreement.






	 	5.	 	Except to the extent amended or otherwise modified by this Amendment, the terms
of the Employment Agreement shall remain unchanged and in full force and effect. For
the avoidance of doubt, Employee acknowledges and agrees that, by its letter to
Employee dated February 27, 2008, the Company established February 28, 2008, as the
“fixed term date” for purposes of Section 2 of the Employment Agreement and that,
unless earlier terminated in accordance with Section 7 thereof, the Employment
Agreement shall terminate on February 28, 2011.






	 	6.	 	The Company agrees that it shall continue to indemnify Employee for its actions
in the ordinary course of business on behalf of the Company (or its subsidiary, Shaw
Group UK Holdings) to the same extent that Employee was so indemnified prior to the
Effective Date as an officer of the Company under and pursuant to the Company’s
Articles of Incorporation and/or By-Laws.






IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Amendment on
June 28, 2008, effective for all purposes as of the Effective Date.



THE SHAW GROUP INC.



By: /s/ Clifton S. Rankin

Clifton S. Rankin

General Counsel and Corporate Secretary




EMPLOYEE



/s/ Ronald W. Oakley


Ronald. W. Oakley